MIRA INFORM REPORT

Report Date :

12.01.2013

IDENTIFICATION DETAILS

Name :	AESSEAL INDIA PRIVATE LIMITED
Registered Office :	Gat No. 85, Village Varve, Tal-Bhor, Khed Shivapur, Pune – 412205, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	01.11.2002
Com. Reg. No.:	25-017399
Capital Investment / Paid-up Capital :	Rs. 13.052 Millions
CIN No.: [Company Identification No.]	U29299PN2002PTC017399
TAN No.: [Tax Deduction & Collection Account No.]	PNEA04543A
Legal Form :	Private Limited Liability Company
Line of Business :	Design and Development of Mechanical Seals, Sealing System and Bearing Protection Devices.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (27)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 266000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a wholly owned subsidiary of A.E.S Engineering Limited, U.K. It is an established company having a moderate track record. There appears huge accumulated losses recorded by the company. Profitability of the company is under pressure. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	Gat No. 85, Village Varve, Tal-Bhor, Khed Shivapur, Pune – 412205, Maharashtra, India
Tel. No.:	91-2113-302222
Fax No.:	91-2113-302111
E-Mail :	paresh.udas@aesseal.in india@aesseal.com niranjan.magikar@aesseal.com
Website :	http://www.aesseal.com

DIRECTORS

AS ON 30.05.2012

Name :

Mr. James Stuart Welsh

Designation :

Director

Address :

20, Debdhill Road, Misterton, Doncaster, United Kingdom

Date of Birth/Age :

01.11.1968

Date of Appointment :

26.06.2007

DIN No.:

01636295

Name :

Stephen Martin Shaw

Designation :

Director

Address :

13 Wollaton Road, Sheffield, United Kingdom S174LD31161

Date of Birth/Age :

24.02.1958

Date of Appointment :

30.06.2010

DIN No.:

02453838

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	U29299PN2002PTC017399	AESSEAL INDIA PRIVATE LIMITED	Director	30/06/2010	10/02/2009	Active	NO
2	U29190MH2005PTC157184	AESSEAL COLD WELD PRIVATE LIMITED	Director	30/09/2009	23/02/2009	Active	NO

Name :

Mr. Andrew Colverson

Designation :

Director

Address :

4, Fulford Way Conisbrouh Doncaster, United Kingdom – DN 123 BE

Date of Birth/Age :

05.07.1975

Date of Appointment :

29.09.2011

DIN No.:

02996391

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	U29190MH2005PTC157184	AESSEAL COLD WELD PRIVATE LIMITED	Director	28/09/2010	09/06/2010	Active	NO
2	U29299PN2002PTC017399	AESSEAL INDIA PRIVATE LIMITED	Director	29/09/2011	29/09/2011	Active	NO

Name :

Glyn Barry Bingham

Designation :

Director

Address :

71 Cornwall Road Bingley, United Kingdom BD 16 4RL

Date of Birth/Age :

25.01.1961

Date of Appointment :

30.05.2012

DIN No.:

05104900

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	U29299PN2002PTC017399	AESSEAL INDIA PRIVATE LIMITED	Director	30/05/2012	25/10/2011	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.05.2012

Names of Shareholders	No. of Shares
Stephen Martin Shaw, Nominee of A.E.S Engineering Limited jointly with A.E.S Engineering Limited, United Kingdom	1
A.E.S Engineering Limited, United Kingdom	1380544
Total	1380545

AS ON 20.08.2012

Names of Allottees	No. of Shares
A.E.S Engineering Limited, United Kingdom	72471
Total	72471

AS ON 30.05.2012

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	99.99
Directors or relatives of directors	0.01
Total	100.00

BUSINESS DETAILS

Line of Business :

Design and Development of Mechanical Seals, Sealing System and Bearing Protection Devices.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

HDFC Bank Limited

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
HDFC Bank – Vehicle Loan	0.000	0.139
Total	0.000	0.139
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Loan from A.E.S Engineering Limited, UK	111.372	91.160
Total	111.372	91.160

Banking Relations :	--
Auditors :
Name :	Kirtane and Pandit Chartered Accountants
Address :	73/2/2, Bhakti Marg, Off Law College Road, Pune – 411004, Maharashtra, India
Tel. No.:	91-20-25433104 / 25438764 / 25421997
Fax No.:	91-20-25447603
E-Mail :	kpca@kirtanepandit.com
Website :	http://www.kirtanepandit.com
Income-tax PAN of auditor or auditor's firm :	AACFK3469M
Holding Company :	A.E.S Engineering Limited, United Kingdom

CAPITAL STRUCTURE

AS ON 30.05.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
1500000	Equity Shares	Rs. 10/- each	Rs. 15.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1453016	Equity Shares	Rs. 10/- each	Rs. 14.530 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
1500000	Equity Shares	Rs. 10/- each	Rs. 15.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1305198	Equity Shares	Rs. 10/- each	Rs. 13.052 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		13.052	12.445	11.915
2] Share Application Money		16.577	0.001	0.000
3] Reserves & Surplus		302.711	289.960	267.433
4] (Accumulated Losses)		(265.953)	(99.855)	(36.832)
NETWORTH		66.387	202.551	242.516
LOAN FUNDS
1] Secured Loans		0.000	0.139	0.262
2] Unsecured Loans		111.372	91.160	93.365
TOTAL BORROWING		111.372	91.299	93.627
DEFERRED TAX LIABILITIES		0.000	0.000	2.044
TOTAL		177.759	293.850	338.187
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		157.644	262.717	302.509
Capital work-in-progress		4.750	4.750	4.750
INVESTMENT		0.000	0.000	0.000
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	33.540	38.968	50.243
	Sundry Debtors	23.871	46.274	42.355
	Cash & Bank Balances	10.260	8.399	5.599
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	22.127	23.081	20.039
Total Current Assets		89.798	116.722	118.236
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	13.011	23.864	27.421
	Other Current Liabilities	53.748	60.261	54.007
	Provisions	7.674	6.214	5.880
Total Current Liabilities		74.433	90.339	87.308
Net Current Assets		15.365	26.383	30.928
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		177.759	293.850	338.187

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	128.059	199.876	178.775
		Other Income	6.344	15.356	7.676
		TOTAL	134.403	215.232	186.451
Less	EXPENSES
		Personnel Expenses	47.215	67.076	65.523
		Manufacturing, Administrative and General Expenses	137.758	166.037	140.233
		TOTAL	184.973	233.113	205.756
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		(50.570)	(17.881)	(19.305)
Less	FINANCIAL EXPENSES		N.A.	3.282	2.819
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		N.A.	(21.163)	(22.124)
Less/ Add	DEPRECIATION/ AMORTISATION		25.260	43.105	37.889
	PRIOR PERIOD EXPENSES		N.A.	(0.686)	0.000
	PROFIT BEFORE TAX		N.A.	(64.954)	(60.013)
Less	TAX		N.A.	(1.932)	(5.452)
	PROFIT AFTER TAX		(166.098)	(63.022)	(54.561)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(99.854)	(36.832)	17.885
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	0.000	0.156
	BALANCE CARRIED TO THE B/S		(265.952)	(99.854)	(36.832)
	EARNINGS IN FOREIGN CURRENCY
		Revenue from engineering services	36.926	33.650	37.738
		FOB value of Exports	43.967	25.377	24.725
		Other (Miscellaneous receipts)	0.000	0.000	4.319
	TOTAL EARNINGS		80.893	59.027	66.782
	IMPORTS
		Raw Materials	NA	NA	21.544
		Capital Goods	NA	NA	13.592
	TOTAL IMPORTS		NA	NA	35.136
	Earnings Per Share (Rs.)		(127.26)	(52.11)	(48.77)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(123.58)	(29.28)	(29.26)
Net Profit Margin (PBT/Sales)	(%)	N.A.	(32.50)	(33.57)
Return on Total Assets (PBT/Total Assets}	(%)	N.A.	(17.12)	(14.26)
Return on Investment (ROI) (PBT/Networth)		N.A.	(0.32)	(0.25)
Debt Equity Ratio (Total Liability/Networth)		2.80	0.90	0.75
Current Ratio (Current Asset/Current Liability)		1.21	1.29	1.35

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

Note: The registered address of the company has been shifted from Gat No. 85, Village Varve, Taluka - Bhor, Khed Shivapur, Pune – 412105, Maharashtra, India” to the present address w.e.f. 03.06.2010

BACKGROUND

Subject was incorporated under the Indian Companies Act, 1956 on November 1'' 2002 as a subsidiary of AES Engineering Limited, U.K. The main business of the company is to develop designs and drawings and manufacturing of engineering products including mechanical seals and sealing system.

OPERATIONAL REVIEW:

The company continued the activities of manufacturing and distribution of mechanical seals and related sealing product to both domestic and export markets. The company is wholly owned subsidiary of A.E.S. Engineering Limited U. K. The company has two units situated at Pune and Hyderabad.

The company has stopped its manufacturing activities at Hyderabad since February 2011. The assets, plant machinery and inventories were relocated to the Pune facility over the following 5 months. The board remains committed to maintaining a facility in Hyderabad to serve to local businesses for the future. The facility currently is utilized by their sales and service staff.

The legal cases are filed against Mr. Nageswar Rao Kandula and Mr. Sultan Patel Mohmed. The board is unable to comment upon the financial or any other loss suffered in this matter and its impact on the state of affairs of the company as the cases are pending in the Courts of Law.

The Pune Plant is running smoothly.

The company incurred losses in the year under report.

The board is hopeful about the improvement in the situation in the current year.

FIXED ASSETS

Ø Plant and Machinery

Ø Office Equipments

Ø Furniture and Fixture

Ø Computers

Ø Land

Ø Building

Ø Electrical Installation

Ø Tools and Equipments

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 54.54
UK Pound	1	Rs. 88.05
Euro	1	Rs. 72.29

INFORMATION DETAILS

Report Prepared by :

BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		27

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.